Cizzle Brands Corporation Announces Closing of Transformative Transaction with the Acquisition of Flow Water Inc.’s Co-Manufacturing Business

TORONTO--(BUSINESS WIRE)--Dec 24, 2025--

Cizzle Brands Corporation (Cboe Canada: CZZL ) (the “ Company ” or “ Cizzle ”) is pleased to announce that it has completed the acquisition (the “ Acquisition ”) of all of the issued and outstanding shares of Flow Water Inc. (the “ Target ”) from RI Flow Sub LLC (the “ Vendor ”).

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The Acquisition was completed pursuant to the terms of a definitive share purchase agreement, whereby Cizzle Brands Acquisition Inc. (“ AcquireCo ”), a wholly-owned indirect subsidiary of the Company, acquired all of the issued and outstanding shares of the Target for an aggregate purchase price of approximately $83.75 million (the “ Purchase Price ”), subject to customary post-closing adjustments. As described below, the Purchase Price was funded through a comprehensive financing package, including a senior secured credit facility from Orion Infrastructure Capital (“ OIC ”), together with a vendor take-back loan from the Vendor and two concurrent non-brokered private placements.

Immediately prior to completion of the Acquisition, certain assets relating to the Target’s branded consumer packaged goods business, including brand-related intellectual property and trademarks, were transferred out of the Target to a company owned by the Vendor (who will continue to operate that business under the Flow brand). As a result, under Cizzle's ownership, the Target will focus exclusively on its established and profitable beverage co-manufacturing business (the “ Manufacturing Business ”). Following the Acquisition, Cizzle will change the name of the Target to Cizzle Brands Manufacturing Inc. and its manufacturing facility in Aurora, Ontario will become known as the CWENCH Hydration Factory.

All dollar amounts in this news release are in Canadian dollars unless otherwise specified.

Financial Impact and Revenue Contribution

Based on the Company’s post-transaction pro forma consolidated financial information, the Acquisition is expected to immediately add meaningful scale to Cizzle’s revenue base.

On a pro forma basis, the Manufacturing Business is expected to contribute approximately $21.5 million of revenue in the second half of fiscal 2026 and approximately $46.5 million of revenue in fiscal 2027.

As a result, the combined Company is expected to generate pro forma consolidated revenue of approximately $41 million in fiscal 2026 and approximately $75 million in fiscal 2027, with additional synergies anticipated to further drive profitability.

Strategic Rationale

The Acquisition materially accelerates Cizzle’s path to profitability and strengthens its long-term operating platform. Specifically, the Acquisition:

Management Commentary

“To say that this transaction is a pivotal moment in Cizzle’s history would be an understatement,” said John Celenza, Founder and Chief Executive Officer of Cizzle Brands Corporation. “By acquiring Flow’s manufacturing business, we are adding a substantial and profitable manufacturing platform that immediately increases revenue, improves margins, and materially accelerates our path to sustainable cash flow. Just as importantly, we now control a critical part of our value chain, which positions us to support the continued growth of CWENCH and future brands with far greater efficiency. With Tetra Pak capacity in North America being quite scarce, this acquisition allows us to immediately become an industry leader in sustainable and eco-friendly packaging in the Tetra format.”

Transaction Structure, Financing and Strategic Investment

To fund the Acquisition and post-closing working capital, the Company completed a comprehensive financing package comprised of:

OIC Loan

Under the OIC Loan, OIC provided a senior secured credit facility to AcquireCo, in an aggregate principal amount of US$40 million with an additional drawdown of up to US$10 million available. The Credit Facility has a term of 5 years and bears interest at a rate of 12% per annum. The proceeds of the initial advance under the Credit Facility were used to partially fund the Acquisition. The Credit Facility includes customary covenants, events of default and restrictions, consistent with facilities of this nature. In connection with the OIC Loan, Cizzle also issued to OIC 7.5 million warrants to purchase common shares of Cizzle at a price of $0.40 per common share.

Vendor Take-back Loan

The VTB is a 1-year secured vendor promissory note with RI Flow Sub LLC in the principal amount of $22.25 million. The VTB bears interest at a rate of 12% per annum. The VTB is prepayable at any time, in whole or in part, without penalty.

Private Placements

The Private Placements consisted of:

Cliff Rucker, through RI CZL Investor LLC and the owner of RI Flow Sub LLC, participated as a lead investor in the equity financing, underscoring his conviction in the long-term potential of Cizzle following the completion of the Acquisition and his alignment with the Company’s post-transaction strategy.

Net proceeds from the Private Placements were used to fund the Acquisition and satisfy transaction-related obligations, and will provide incremental working capital for the combined operations. Finders’ fees, consisting of 500,000 common shares and 71,250 Units were paid to certain persons in respect of the Acquisition.

Advisors and Counsel

Bennett Jones LLP acted as legal advisor to Cizzle, and Stifel Nicolaus Canada Inc. acted as a financial advisor to Cizzle. Miller Thomson LLP acted as legal advisor to the Vendor in relation to the Acquisition. In connection with the Credit Facility, Greenberg Traurig, LLP acted as U.S. legal advisor to OIC and Stikeman Elliott LLP acted as Canadian legal advisor to OIC. Jenner & Block LLP acted as U.S. legal advisor to Cizzle in connection with the Credit Facility.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described in this news release. Such securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), or any state securities laws, and, accordingly, may not be offered or sold within the United States, or to or for the account or benefit of persons in the United States or “U.S. Persons”, as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.

About Cizzle Brands Corporation

Cizzle Brands Corporation is a sports nutrition company that is elevating the game in health and wellness. Through extensive collaboration and testing with leading athletes and trainers across several sports, Cizzle Brands has launched three game-changing brands: (i) CWENCH Hydration™, a better-for-you sports drink that is now carried in over 5,500 locations in Canada, the United States, and Europe; (ii) Spoken™ Nutrition, a premium brand of athlete-grade nutraceuticals that carry the prestigious NSF Certified for Sport® qualification; and (iii) HappiEats™, upgrading everyday eats with high-performance foods such as Sport Pasta™. All Cizzle Brands products are designed to help people of all ages achieve their best in competitive sports and in living a healthy, vibrant, active lifestyle.

For more information about Cizzle Brands, please visit: https://www.cizzlebrands.com/

For more information about CWENCH Hydration™, please visit: https://www.cwenchhydration.com

For more information about Spoken™ Nutrition, please visit: https://www.spokennutrition.com

For more information about HappiEats™, please visit https://www.myhappieats.com

About OIC

With approximately $6 billion in assets under management, OIC invests in North America and select international markets. OIC’s unique partnership approach – for entrepreneurs, by entrepreneurs – cultivates creative credit, equity, and growth capital solutions to help middle market businesses scale and deploy sustainable infrastructure. OIC’s target investment sectors include energy efficiency, digital infrastructure, sustainable power generation, renewable fuels, waste & recycling, and transportation, storage & logistics. OIC was founded in 2015 by a team of energy and sustainability veterans, successful infrastructure investors, and former asset owners and industry operators. Across OIC’s platform is a team of approximately 50 professionals based in New York, Houston, and London.

On behalf of the Board of Directors of the Company,

CIZZLE BRANDS CORPORATION

“John Celenza”

John Celenza, Founder, Chairman, and Chief Executive Officer

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This news release contains "forward-looking information" which may include, but is not limited to, information with respect to the activities, events or developments that the Company expects or anticipates will or may occur in the future, such as, but not limited to: expected financial results, new products of the Company and potential sales and distribution opportunities. Such forward-looking information is often, but not always, identified by the use of words and phrases such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Company.

Forward looking information involves known and unknown risks, uncertainties and other risk factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such risks include risks related to increased competition and current global financial conditions, access and supply risks, reliance on key personnel, operational risks, regulatory risks, financing, capitalization and liquidity risks. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company undertakes no obligation, except as otherwise required by law, to update these forward-looking statements if management's beliefs, estimates or opinions, or other factors change.

Cizzle Brands Corporation has acquired Flow Water Inc.’s lucrative co-manufacturing business in a transaction valued at approximately $83.75M.

KYIV, Ukraine (AP) — Ukrainian President Volodymyr Zelenskyy told reporters that he would be willing to withdraw troops from the country’s eastern industrial heartland if Russia also pulls back and the area becomes a demilitarized, free economic zone monitored by international forces. The proposal, which would address one of the major obstacles to ending Russia's war, must also be put a referendum.

A similar arrangement could be possible for the area around the Zaporizhzhia nuclear power plant, which is currently under Russian control, Zelenskyy said.

Zelenskyy spoke to reporters Tuesday to describe a 20-point overarching plan that negotiators from Ukraine and the U.S. hammered out in Florida in recent days, though he said that many details are still being worked out.

American negotiators have engaged in a series of talks with Ukraine and Russia separately since U.S. President Donald Trump presented a plan to end the war last month — a proposal widely see as favoring Moscow, which invaded its neighbor nearly four years ago. Since then, Ukraine and its allies in Europe have worked to pull the plan closer to Kyiv's position.

Deciding what will happen to Ukraine’s Donbas region, the vast majority of which Russia has seized, and how Europe’s largest nuclear plant will be managed are some of the most difficult points in the negotiations.

Asked about the plan, Kremlin spokesperson Dmitry Peskov said Wednesday that Moscow would set out its position based on information received by Russian presidential envoy Kirill Dmitriev, who met with U.S. envoys in Florida over the weekend. Peskov declined to share further details.

Russia has given no indication that it will agree to any kind of withdrawal of its troops from land it has seized. In fact, Moscow has insisted that Ukraine relinquish the remaining territory it still holds in the Donbas — an ultimatum that Ukraine has rejected. Russia has captured most of Luhansk and about 70% of Donetsk — the two areas that make up the Donbas.

Zelenskyy acknowledged that figuring out control of the region is “the most difficult point.” He said these matters should be discussed at the leaders level.

In addition to saying the plan must be put to a referendum, Zelenskyy said an international force would have to be deployed to the region.

Meanwhile, on the Zaporizhzhia nuclear power, the U.S. has proposed a consortium with Ukraine and Russia, in which each party would have an equal stake. Zelenskyy countered with a proposal for joint venture between the U.S. and Ukraine, in which the Americans would be able to decide how to distribute their share, including giving some of it to Russia.

Zelenskyy acknowledged that the U.S. has not yet accepted Ukraine's counterproposals.

“We did not reach a consensus with the American side on the territory of the Donetsk region and on the ZNPP,” Zelenskyy said, using an acronym for the power plant in Zaporizhzhia. “But we have significantly brought most of the positions closer together. In principle, all other consensus in this agreement has been found between us and them.”

Creating a free economic zone in the Donbas would require difficult discussions on how far troops would be required to move back and where international forces would be stationed, Zelenskyy said.

Zelenskyy said that a referendum is necessary. “Because people could then choose: does this ending suit us, or does it not?”

Such a vote would require 60 days, he added, during which time hostilities should stop.

The working U.S.-Ukraine draft also proposes that Russian forces withdraw from the Dnipropetrovsk, Mykolaiv, Sumy, Kharkiv regions. Zelenskyy envisions that international forces could be located along certain points of the contact line within the free economic zone to monitor the implementation of the agreement.

“Since there is no faith in the Russians, and they have repeatedly broken their promises, today’s contact line is turning into a line of a de facto free economic zone, and international forces should be there to guarantee that no one will enter there under any guise — neither ‘little green men’ nor Russian military disguised as civilians,” Zelenskyy said.

Ukraine is also proposing that the occupied city of Enerhodar, which is the closest city to the Zaporizhzhia power plant, be a demilitarized free economic zone, Zelenskyy said.

This point required 15 hours of discussions with the U.S., he said, and no agreement was reached.

For now, the U.S. proposes that the plant be jointly operated by Ukraine, the U.S. and Russia, with each side controlling a 33% stake in the enterprise — a plan Zelenskyy called “not entirely realistic."

"How can you have joint commerce with the Russians after everything?” he asked.

Ukraine instead suggested that the plant be operated by a joint venture with the U.S. in which the Americans can determine independently how to distribute the energy from their 50% share.

Zelenskyy said billions in investments are needed to make the plant run again, including restoring the adjacent dam.

The working draft ensures that Ukraine will receive “strong” security guarantees, which would require Ukraine’s partners to act in the event of renewed Russian aggression. That would mirror NATO’s Article 5, which says an armed attack on one member of the alliance is an attack on all.

Zelenskyy said that a separate document with the U.S. will outline these guarantees concretely. It will detail the conditions under which security will be provided, particularly in the event of a renewed Russian assault, and will establish a mechanism to monitor any ceasefire. The document will be signed concurrently with the main agreement to end the war, Zelenskyy said.

“The mood of the United States of America is that this is an unprecedented step towards Ukraine on their part. They believe that they are giving strong security guarantees,” he said.

The draft contains other elements including keeping Ukraine’s army at 800,000 during peace time and that Ukraine become a member of the European Union by a specific date. Limiting the size of Ukraine’s military is a key Russian demand.

The document proposes accelerating a free trade agreement between Ukraine and the U.S. The U.S. wants the same deal with Russia, said Zelenskyy.

Ukraine would like to receive short-term privileged access to the European market and a robust global development package that would include the creation of a development fund to invest in industries including technology, data centers and artificial intelligence, as well as gas.

Other points include the provision of funds for the reconstruction of territories destroyed in the war through various means including grants, loans and investment funds.

“Ukraine will have the opportunity to determine the priorities for distributing its share of funds in the territories under the control of Ukraine,” Zelenskyy said.

The goal will be to attract $800 billion through equity, grants, loans and private sector contributions.

The draft proposal also requires Ukraine to hold elections after the signing of the agreement. Zelenskyy’s five-year term was scheduled to end in May 2024, but elections were put off due to Russia’s invasion. Russian President Vladimir Putin has seized on that — even those the postponement was legal — and it has become a source of tension with Trump, who has criticized the delay.

Ukraine is also asking that all prisoners taken since 2014 be released at once, and that civilian detainees, political prisoners and children be returned to Ukraine. Russia illegally seized Ukraine's Crimean Peninsula in 2014 and Ukrainian troops and Moscow-backed forces have been fighting in the Donbas since that year as well.

Follow AP’s coverage of the war in Ukraine at https://apnews.com/hub/russia-ukraine

In this photo provided by the Ukrainian Emergency Service on Tuesday, Dec. 23, 2025, a residential house is seen damaged after a Russian strike in Zhytomyr region, Ukraine. (Ukrainian Emergency Service via AP)

In this photo provided by the Ukrainian Emergency Service on Tuesday, Dec. 23, 2025, a rescue worker puts out a fire of a car destroyed a Russian strike in Chernihiv region, Ukraine. (Ukrainian Emergency Service via AP)

Municipal workers clean debris on the roof after a Russian drone hit an apartment building during an aerial attack in Kyiv, Ukraine, Tuesday, Dec. 23, 2025. (AP Photo/Efrem Lukatsky)

Ukraine's President Volodymyr Zelenskyy speaks during a media conference at the EU Summit in Brussels, Thursday, Dec. 18, 2025. (AP Photo/Geert Vanden Wijngaert)